Obesity prevention among Black women is a major public health priority;presently, nearly 54% of the adult Black female population is obese. To date, most intervention attention has been focused on weight reduction among the overweight and obese. However, both conditions are notoriously recalcitrant to treatment, particularly among Blacks. We posit that obesity prevention might represent a particularly effective intervention strategy for overweight Black women. Most studies have shown that Black women have a greater social acceptance of overweight, less body weight dissatisfaction, and higher ideal body weights, compared to Whites. Furthermore, numerous studies have shown that obesity is less lethal and causes fewer co-morbidities among Black vs. White women, suggesting that maintaining overweight may be an appropriate public health goal for Black women. We posit that an intervention approach that emphasizes maintaining overweight, while preventing the transition to obesity will resonate among the target population. Very few obesity prevention RCTs appear in the published literature and, to our knowledge, none have been conducted solely among Black women. We propose to randomize overweight, Black women (n=184) to either usual care (UC) or an obesity prevention (OP) intervention condition. The OP condition is comprised of several intervention components that will be delivered over 12 months;each participant will receive a tailored action plan, tailored print materials, monthly coaching calls, and weekly self-monitoring via an interactive voice response system. Assessments will be taken at baseline, 12, and 18-months post baseline. The primary outcome is change in BMI at 18-months. Secondary outcomes include 18-month change in obesity risk behaviors, measures of body composition, psychosocial mediators, and obesity related biomarkers. We have set a target of BMI maintenance among those randomized to the OP condition. PUBLIC HEALTH RELEVANCE: At present, nearly 54% of Black women are obese, but existing weight loss interventions are not very successful for this population. We think that preventing obesity among healthy overweight women might help to prevent obesity and its associated health consequences. We propose to conduct an intervention in the primary care setting that uses an innovative approach to prevent obesity among Black women in middle age.